Trine Acquisition Corp.

This is a cash exit for a 2019-vintage de-SPAC at a 27.3% premium to a $4.32 close, and the proxy's own background section shows how far the terms slid: Nano had earlier discussed paying $10.50 per share, at a point when Desktop Metal stock traded around $10.04. The consideration is expressly subject to adjustment for forecasted transaction expenses, so the headline premium can shrink before closing. A termination fee is payable to Nano if the board changes its recommendation and Nano then terminates, which limits the board's ability to accept a competing bid.

The headline price is not the price. The company estimates adjustments of $0.44 per share, producing an adjusted Per Share Merger Consideration of $5.06, and states that if every adjustment were fully realised the minimum payable would be $4.07 — a discount of approximately (5.8)% to the $4.32 closing price on July 2, 2024, against the 27.3% premium the unadjusted $5.50 represents. The adjustment moves against holders if expenses run high, if Desktop Metal draws the Nano bridge facility, or if certain individuals do not sign the Severance Letter Agreements.

A reverse split leaves the authorised share count untouched while shrinking the issued and outstanding figure, so the amendments increase the pool of authorised but unissued Class A stock available for future issuance — and the proxy notes the board can act without convening a further special meeting. Severance is modest against that: base salary continuation of $435,000 and $412,500 for two named executives on a termination without cause or resignation for good reason.

Because the ratio is fixed, the value a Desktop Metal holder receives moves with Stratasys's share price and is not known when either side votes. On the $14.88 Stratasys close of May 24, 2023, the last full trading day before announcement, the implied consideration was approximately $1.83 per Desktop Metal share; on August 18, 2023 the close was $14.85 and the implied value was still about $1.83. Desktop Metal holders would take roughly 41% of the combined company and Stratasys holders about 59%. Stratasys shareholders must also approve the issuance for the merger to complete.

The stock half of the consideration floats inside a 10% bilateral collar, measured over the twenty trading days ending three trading days before the effective time: the ratio is 1.7522 if the average price is $9.70 or more, 2.1416 if it is $7.94 or less, and in between the initial 1.9274 is multiplied by $8.82 divided by that average. Two overrides then apply: stock must be at least 45% of total consideration for tax purposes, and the shares issued may not exceed 19.9% of Desktop Metal's outstanding Class A stock. An ExOne holder's share count is unknown until shortly before closing.

This is a listed operating company acquiring another listed company, so the fee is computed on the target's market value rather than on a par-value construct: 22,341,338 ExOne shares outstanding as of September 10, 2021 plus 478,079 shares underlying ExOne equity awards, 22,819,417 in total, valued at $23.63, the Nasdaq Global Select Market high-low average on September 13, 2021. Performance-based awards are counted at maximum vesting levels, so the share count is the top of the range rather than the expected case.